Banca IFIS S p A : Information Document regarding the remuneration plan based on financial instruments - 2023

Information Document on Remuneration Plans based on Financial Instruments

2023

Banca Ifis | Information Document

Information Document concerning the incentive scheme and other variable remuneration based on financial instruments

2023

[GRI 102-1] [GRI 102-2] [GRI 102-5]

Banca IFIS S.p.A - Registered office in Via Terraglio 63 30174 Venice - Mestre - Venice Companies Register Number and Tax Code 02505630109

VAT No. 04570150278 - Economic and Administrative Index (REA) number: VE - 0247118

Fully paid-up share capital: 53.811.095 Euro - Registered with the Official List of banks under no. 5508 Parent company of the Banca IFIS S.p.A. banking group - Member of the National Guarantee Fund, the National Deposit Protection Fund, the Italian Factoring Association and Factors Chain International.

Banca Ifis | Information Document

Definitions

Shareholders' Meeting	Meeting of the Shareholders of Banca Ifis S.p.A.
Shares		Ordinary shares of Banca Ifis, traded on the market regulated by the
	Italian Stock Exchange
		Contractual clause that requires beneficiaries to return part of or
Clawback		all of the variable remuneration if certain circumstances should
		occur
CONSOB		National Commission for Companies and the Stock Exchange
Recipients	or	Individuals who are entitled to payment of variable remuneration in
Beneficiaries	accordance with what is defined in this document
		Supervisory Provisions of the Bank of Italy on remuneration and
		incentive policies and practices (see Bank of Italy Circular no. 285
Supervisory Provisions	of 17 December 2013 - Supervisory provisions for banks - First
		Part, Title IV, Chapter 2, "Remuneration and incentive policies and
		practices", in force)
Issuer or Bank or Parent	Banca Ifis S.p.A.
company
Key personnel	Group personnel whose professional activity has or may have a
significant impact on the Group's risk profile
Vesting period	The period between the time when the right to participate in the
Plan is assigned and the moment when this right matures
Retention period	Period in which the sale of shares is prohibited
		Mechanism that operates during the deferral period, before actual
Malus		payment of the remuneration, as a result of which the deferred
	variable remuneration accrued can be reduced to zero in relation to
		the results
Remuneration Policies	The remuneration policies of the Banca Ifis S.p.A. Group as in force
over time
Issuers' Regulation	Indicates Consob Regulation no. 11971/99,	as subsequently
amended and supplemented
Report		Remuneration report pursuant to Article	123-ter of the
	Consolidated Law on Finance ("TUF")
TUF or	Consolidated	Indicates Legislative Decree no. 58 of 24 February 1998
Law on Finance
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Banca Ifis | Information Document

Up-front	Portion of variable remuneration that is paid without a deferral
period

Background

The remuneration policies of the Banca Ifis S.p.A. Group - to be presented in the Remuneration Report for 2023 to be submitted to the Shareholders' Meeting for approval - foresee, in dutiful application of what is specified in regulations applicable to remuneration, that part of the variable remuneration of "key personnel" - both the bonus component and the other forms foreseen by the Supervisory Provisions of the Bank of Italy on remuneration and incentive policies and practices (including, as an example, severance indemnities) - must be paid in financial instruments.

For that reason, in accordance with the requirements of Articles 114-bis of the Consolidated Law on Finance (TUF) and 84-bis of the Issuers' Regulation, and more specifically in accordance with Schedule 7 of Annex 3A of the Issuers' Regulation regarding information that must be communicated to the market concerning the attribution of compensation plans based on financial instruments, the Bank has prepared this document to provide comprehensive information on the plan based on financial instruments for year 2023, reserved for the "key personnel" of the Banca Ifis Group (the "2023 Plan"), to be submitted to the forthcoming Shareholders' Meeting.

The 2023 Plan, proposed by the Remuneration Committee to the Board of Directors and approved by the Board of Directors on 9 March 2023, is submitted for approval to the Ordinary Shareholders' Meeting called for 20 April 2023.

For the 2021-2023Long-Term Incentive Plan, please refer to the "Information Document on Remuneration Plans based on Financial Instruments" (prepared pursuant to Article 84-bis of Consob Regulation no. 11971 of 14 May 1999, as amended) approved by the Board of Directors at today's meeting on 9 March 2023, upon the proposal of the Remuneration Committee, and which will subsequently be submitted for approval to the Shareholders' Meeting convened on 20 April 2023. The document is available on the Banca Ifis website athttps://www.bancaifis.it/corporate-governance/assemblea-degli-azionisti/archivio-documenti assemblee/.

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Banca Ifis | Information Document

2023 PLAN

1. Recipients

The Recipients of the Plan are the staff members of the Banca Ifis S.p.A. Group (including financial advisors) who belong to the "key personnel" of the Banca Ifis S.p.A. Group and who, pursuant to the Supervisory Provisions and the Remuneration Policies, may be beneficiaries (on an ongoing basis, as well as upon termination of the relationship) of variable remuneration (as defined in the Supervisory Provisions) to be paid, in part, in financial instruments.

1.1. Names of recipients who are members of the issuer's Board of Directors, of the companies controlling the issuer, and of companies that are directly or indirectly controlled by the issuer.

To date, the Beneficiaries include the Chief Executive Officer of the Parent company.

1.2. Categories of employees or contract workers who work for the issuer and for the issuer's parent companies or subsidiaries.

Any additional recipients included in the 2023 Plan are identified among personnel (including financial advisors) who have a significant impact on Banca Ifis Group's risk profile. In accordance with the conditions set out in the 2023 Plan, any further beneficiaries of the 2023 Plan belong to, now and if no changes should occur, the following categories:

• Joint General Managers of the Parent Company;
• Other Key Managers and Key Personnel

The names of the actual Beneficiaries and the other information required by paragraph 1 of Schedule 7 of Annex 3A to the Issuers' Regulation shall be provided in accordance with the terms and conditions set forth in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulation.

1.3. Names of plan beneficiaries belonging to the following groups:

1. The issuer's General Managers

Not applicable. No individuals falling under this category are beneficiaries of the 2023 Plan.

1. other key managers of the issuer that is not of "small in size", pursuant to article 3, paragraph 1, letter f), of Regulation no. 17221 of 12 March 2010, who, during the year, have received total remuneration (calculated by summing monetary remuneration and remuneration based on financial instruments) greater than the highest total remuneration paid to members of the Board of Directors or the management body, and to the issuer's General
   Managers.

Not applicable. No individuals falling under this category are beneficiaries of the 2023 Plan.

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